SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SUMITOMO MITSUI FINANCIAL GROUP, INC.

(Last)

(First)

(Middle)

1-2, MARUNOUCHI 1-CHOME,

CHIYODA-KU

(Street)

TOKYO

100-0005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2024

3. Issuer Name and Ticker or Trading Symbol
Jefferies Financial Group Inc. [ JEF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Non-Voting Convertible Preferred Shares	⁽¹⁾	⁽¹⁾	Common Stock⁽¹⁾	27,562,500⁽¹⁾	⁽¹⁾	I	See Footnote⁽²⁾⁽³⁾

Explanation of Responses:

1. Reflects shares of Series B Non-Voting Convertible Preferred Shares that will automatically convert into non-voting common stock of the issuer on the third anniversary of the date of issuance (and may convert into voting common stock in certain other circumstances described in the Exchange Agreement between the Issuer and Sumitomo Mitsui Banking Corporation ("SMBC")). Upon conversion, each share of Series B Non-Voting Convertible Preferred Shares will convert into 500 shares of the applicable class of common stock of the Issuer, subject to certain adjustments as set forth in the Restated Certificate of Incorporation of the Issuer. The Series B Bon-Voting Convertible Preferred Shares do not have an expiration date.

2. The reported securities are held directly by SMBC, a direct, wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc. ("SMFG").

3. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest therein.

Remarks:

The Reporting Person may be deemed to be a director by deputization of the Issuer for purposes of Section 16 of the Securities and Exchange Act of 1934, by virtue of the fact that Mr. Nakashima, President and Group Chief Executive Officer, SMFG, currently serves on the board of directors of the Issuer.

	SUMITOMO MITSUI FINANCIAL GROUP, INC., By: /s/ Kazuya Ikeda, Name: Kazuya Ikeda, Title: Managing Executive Officer and General Manager, Strategic Planning Dept., Global Business Unit	08/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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